Chart Energy & Chemicals Inc v. Enogex Holdings LLC et al

Filing 45

ORDER granting 31 defenants' Motion to Dismiss Amended Complaint and dismissing this action (as more fully set out in order). Signed by Honorable Vicki Miles-LaGrange on 5/17/2013. (ks)

IN THE UNITED STATES DISTRICT COURT FOR THE
WESTERN DISTRICT OF OKLAHOMA
CHART ENERGY & CHEMICALS, INC., )
a Corporation,
)
)
Plaintiff,
)
)
vs.
)
)
OGE ENERGY CORP., a Domestic
)
Corporation; ENOGEX HOLDINGS LLC, )
a Limited Liability Company; ENOGEX
)
GATHERING & PROCESSING, LLC,
)
a Limited Liability Company; and
)
ENOGEX PRODUCTS, LLC, a Limited
)
Liability Company,
)
)
Defendants.
)

Case No. CIV-12-1240-M

ORDER
Before the Court is defendants’ Motion to Dismiss Amended Complaint, filed March 6,
2013. On March 26, 2013, plaintiff filed its response, and on April 1, 2013, defendants filed their
reply. Additionally, pursuant to this Court’s Order, on April 25, 2013, defendants filed their Notice
of Conventional Filing and of Production of Documents and filed the Second Amended and Restated
Limited Liability Company Agreement of Bronco Midstream Holdings, LLC and the Amended and
Restated Limited Partnership Agreement of Bronco Midstream Partners, L.P. under seal.
On November 8, 2012, plaintiff filed its Complaint, and on March 6, 2013, plaintiff filed its
Amended Complaint. Plaintiff alleges this Court has jurisdiction pursuant to 28 U.S.C. § 1332 – the
diversity jurisdiction statute. On November 28, 2012, defendants moved to dismiss this action,
asserting that this Court does not have subject matter jurisdiction because plaintiff is not diverse
from defendant Enogex Holdings, LLC. Based upon documents presented by plaintiff, this Court
found that there was diversity jurisdiction and denied defendants’ motion to dismiss. Defendants,

now, once again, move to dismiss this action, asserting that this Court does not have subject matter
jurisdiction because plaintiff is not diverse from defendant Enogex Holdings, LLC.
Plaintiff contends that as this Court has already found that diversity of citizenship exists,
defendants should not be allowed to re-challenge the Court’s subject matter jurisdiction by
presenting new information that should have been known when the first motion to dismiss was filed.
Federal Rule of Civil Procedure 12(h)(3) provides: “If the court determines at any time that it lacks
subject-matter jurisdiction, the court must dismiss the action.” Fed. R. Civ. P. 12(h)(3) (emphasis
added). Based upon Rule 12(h)(3), the Court finds that defendants are not precluded from rechallenging the Court’s subject matter jurisdiction. Further, because this case is still at the early
stages of litigation, and because the documents submitted by plaintiff in response to defendants’ first
motion to dismiss were not exhaustive, the Court finds that it is appropriate, and in the interest of
justice, to allow defendants to re-challenge the Court’s subject matter jurisdiction.
The citizenship of a limited liability company depends upon the citizenship of its members.1
If any of the limited liability company’s members are themselves limited liability companies or other
entities, then further jurisdictional information is required pertaining to each of them. The
documents submitted by defendants, which are more current than the documents submitted by

1

Although the Tenth Circuit has not specifically ruled with respect to the method of
determining the citizenship of a limited liability company for purposes of diversity jurisdiction,
every other circuit court that has addressed the question has determined that the citizenship of a
limited liability company is the citizenship of its members. See Johnson v. Columbia Props.
Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006); Gen. Tech. Applications, Inc. v. Exro Ltda, 388
F.3d 114, 121 (4th Cir. 2004); GMAC Commercial Credit LLC v. Dillard Dep’t Stores, Inc., 357
F.3d 827, 828-29 (8th Cir. 2004); Rolling Greens MHP v. Comcast SCH Holdings, L.L.C., 374 F.3d
1020, 1022 (11th Cir. 2004); Belleville Catering Co. v. Champaign Mkt. Place, L.L.C., 350 F.3d
691, 692 (7th Cir. 2003); Handelsman v. Bedford Vill. Assocs. Ltd. P’ship, 213 F.3d 48, 51-52 (2d
Cir. 2000).
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plaintiff, show that Bronco Midstream Holdings LLC is a member of defendant Enogex Holdings
LLC, that Bronco Midstream Partners L.P. is a member of Bronco Midstream Holdings LLC, that
Bronco Investors Holdings Corporation is a limited partner of Bronco Midstream Partners L.P., and
that Bronco Investors Holdings Corporation is a Delaware corporation. It is also undisputed that
plaintiff is a Delaware corporation. Based upon the above, the Court finds that all of the members
of defendant Enogex Holdings, LLC are not diverse from plaintiff and this Court, therefore, lacks
subject matter jurisdiction.
Accordingly, the Court GRANTS defendants’ Motion to Dismiss Amended Complaint
[docket no. 31] and DISMISSES this action.
IT IS SO ORDERED this 17th day of May, 2013.

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